UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): February 23, 2022
 
ARYA SCIENCES ACQUISITION CORP IV
(Exact name of registrant as specified in its charter)

Cayman Islands
 001-40122 98-1574672
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

51 Astor Place, 10th Floor
New York, New York
(Address of principal executive offices)
  
10003
(Zip Code)

(Registrant’s telephone number, including area code): (212) 284-2300
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Class A Ordinary Shares, par value $0.0001 per share
   ARYD
  
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01
Entry into a Material Definitive Agreement.
 
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
 
Item 1.02
Termination of a Material Definitive Agreement.
 
As previously disclosed, on September 29, 2021, ARYA Sciences Acquisition Corp IV (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, Amicus Therapeutics, Inc., a Delaware corporation (“Amicus”), Amicus GT Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amicus (“Amicus GT”) and Caritas Therapeutics, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amicus GT (“Caritas”).
 
Termination of the Business Combination Agreement
 
On February 23, 2022, [the Company and Amicus] entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of February 23, 2022 (the “Termination”).
 
As a result of the Termination, the Business Combination Agreement will be of no further force and effect, and certain transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Investor Rights Agreement, dated as of September 29, 2021, by and among the Company, Caritas, Perceptive Life Sciences Master Fund, Ltd. (the “Perceptive PIPE Investor”), ARYA Sciences Holdings IV (the “ARYA Sponsor”), certain other holders of Class B ordinary shares of the Company (the “Other Class B Shareholders” and together with the ARYA Sponsor, the “Class B Shareholders”) and Amicus GT, (ii) the Sponsor Letter Agreement, dated as of September 29, 2021, by and among the Company, the ARYA Sponsor, the Other Class B Shareholders, Joseph Edelman, Adam Stone, Michael Altman, Konstantin Poukalov and Amicus GT, and (iii) the Subscription Agreements, each dated September 29, 2021, between the Company and certain investors, including the Perceptive PIPE Investor, will automatically either be terminated in accordance with their terms or be of no further force and effect.
 
The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by (i) the terms and conditions of the full text of the Business Combination Agreement, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K/A with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2021, and (ii) the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which are incorporated by reference herein.
 
Item 8.01
Other Events.
 
On February 24, 2022, the Company issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. As a result of the Termination, the extraordinary general meeting of the Company’s shareholders, which was to be held for the purpose of voting on the Business Combination Agreement and proposed transactions related thereto, will not take place and the Company intends to withdraw its Registration Statement on Form S-4, initially filed with the SEC on November 1, 2021.
 
Forward Looking Statements
 
Certain statements made herein contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are based on beliefs and assumptions and on information currently available to the Company. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The Company cannot assure you that these forward-looking statements will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including those included under the heading “Risk Factors” in the final prospectus filed by the Company on March 1, 2021 relating to the Company’s initial public offering and in its subsequent periodic reports and other quarterly filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company that it will achieve its objectives and plans in any specified time frame, or at all. These forward-looking statements represent the views of the Company as of the date hereof. Subsequent events and developments may cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date hereof.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
  
Description
 
Termination Agreement, dated as of February 24, 2022, by and between the Company and Amicus.
 
Press Release, dated February 24, 2022.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ARYA Sciences Acquisition Corp IV
   
Date: February 24, 2022
By:
/s/ Adam Stone
   
Name:
 Adam Stone
   
Title:  
Chief Executive Officer


Exhibit 10.1

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (the “Agreement”), dated as of February 23, 2022, is made by and between ARYA Sciences Acquisition Corp IV (“ARYA”) and Amicus Therapeutics, Inc. (the “Company”).
 
W I T N E S E T H:
 
WHEREAS, ARYA and the Company entered into that certain Business Combination Agreement, dated as of September 29, 2021 (the “Combination Agreement”), by and among ARYA, the Company, Amicus GT Holdings, LLC and Caritas Therapeutics, LLC.  Each capitalized term used but not defined herein has the meaning given to it in the Combination Agreement.

WHEREAS, the Closing has not occurred as of the date of this Agreement and ARYA and the Company wish to terminate the Combination Agreement and the Additional Agreements that have been executed as of the date hereof, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties accordingly agree as follows:
 
Section 1.          In accordance with Section 9.1(a) (Termination) and Section 9.2 (Effect of Termination) of the Combination Agreement and subject to the terms set forth in this Agreement, ARYA and the Company hereby mutually agree to terminate the Combination Agreement effective as of the date of this Agreement.
 
Section 2.          As a consequence of termination of the Combination Agreement, effective as of the date of this Agreement, the entire Combination Agreement and any Additional Agreements that have been executed as of the date hereof shall become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of, (a) in the case of the Combination Agreement, Section 6.5(a) (Confidentiality; Access to Information), Section 9.2, Article XI (Miscellaneous) and Article I (Definitions) (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties in accordance with their terms, (b) in the case of the Sponsor Letter Agreement, in accordance with Section 6(i) and Section 6(iii) of the Sponsor Letter Agreement and (c) the Confidentiality Agreement, which shall survive such termination and remain a valid and binding obligation of the parties thereto in accordance with its terms.

Section 3.          Except with respect to the obligations that shall survive termination as set forth in Section 2, each of ARYA and the Company hereby releases and forever acquits and discharges the other and any of its respective shareholders, partners, officers, directors, agents, employees, representatives, attorneys-in-fact or advisors from any and all liability, claims, actions, debts, contracts, obligations, causes of action, suits, joinders, damages, losses, costs, expenses, contributions, judgments and rights, at law, whether known or unknown in favor of such party to the Combination Agreement and such party’s affiliates and representatives, with respect to or arising out of such other party’s rights and obligations, directly or indirectly, under the Combination Agreement or the Additional Agreements.
 
Section 4.          With respect to the subject matter hereof, this Agreement embodies the complete agreement of the parties hereto and supersedes any prior understandings, agreements or representations by or between the parties hereto, written or oral, which are related to the subject matter hereof.
 
Section 5.          Sections 11.7, 11.12, 11.16 and 11.18 of the Combination Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis.
 
Section 6.          This Agreement may be executed in any number of counterparts (including by facsimile, “.pdf” files or other electronic transmission), all of which when taken together shall constitute one and the same instrument.
 

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the day and year first above written.
 
 
AMICUS THERAPEUTICS, INC.
   
 
By:
/s/ Ellen Rosenberg
   
Name:
Ellen Rosenberg
   
Title:
Chief Legal Officer and Corporate Secretary

 
ARYA SCIENCES ACQUISITION CORP IV
   
 
By:  
  /s/ Konstantin Poukalov
   
Name:
Konstantin Poukalov
   
Title:
Chief Business Officer


[Signature Page to Termination Agreement]
 
Exhibit 99.1

ARYA SCIENCES ACQUISITION CORP IV AND AMICUS THERAPEUTICS, INC. MUTUALLY AGREE TO TERMINATE BUSINESS COMBINATION AGREEMENT WITH RESPECT TO THE ACQUISITION OF AMICUS’ GENE THERAPY BUSINESS DUE TO MARKET CONDITIONS

NEW YORK – February 24, 2022 – ARYA Sciences Acquisition Corp IV (NASDAQ: ARYD) (“ARYA IV”), a publicly traded special purpose acquisition company sponsored by Perceptive Advisors announced today that, due to existing market conditions, it has mutually agreed with Amicus Therapeutics, Inc. (Nasdaq: FOLD) (“Amicus”) to terminate their previously announced Business Combination Agreement (the “Business Combination Agreement”), effective immediately.

“While this is not the outcome we had hoped for, ARYA IV still has over a year remaining to identify and execute on a business combination transaction and the ARYA IV team believes it is well positioned to identify and execute on an opportunity that meets its key investment criteria and that can deliver value for its shareholders within that time period”, said Adam Stone, Chief Executive Officer.  ARYA IV’s dissolution deadline is March 2, 2023 (unless such date is extended in accordance with ARYA IV’s governing documents).

Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the Business Combination Agreement.

About ARYA IV

ARYA IV is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. ARYA IV is led by Chairman Joseph Edelman; Chief Executive Officer Adam Stone; Chief Financial Officer Michael Altman; and Chief Business Officer Konstantin Poukalov.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are based on beliefs and assumptions and on information currently available to ARYA IV. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. ARYA IV cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including those included under the heading “Risk Factors” in the final prospectus filed by ARYA IV on March 1, 2021 relating to ARYA IV’s initial public offering and in its subsequent periodic reports and other quarterly filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by ARYA IV, its respective directors, officers or employees or any other person that ARYA IV will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of ARYA IV as of the date of this communication. Subsequent events and developments may cause that view to change. However, while ARYA IV may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of ARYA IV as of any date subsequent to the date of this communication.

Contact:

Michael Altman
Chief Financial Officer of ARYA Sciences Acquisition Corp IV
Arya4@perceptivelife.com